NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS, RUSSIA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Lumito AB ("Lumito" or the "Company") announces that the board of directors today, based on the authorization from the annual general meeting on May 25, 2023, has decided to conduct a free-of-charge rights issue of units consisting of warrants of series TO5 and TO6 (the "Issue"). Furthermore, the board of directors of Lumito has decided to enter into a loan agreement of SEK 20 million (the "Loan") issued by Formue Nord Fokus A/S (the "Lender"). As part of the agreement regarding the Loan, the board of directors, based on the authorization from the annual general meeting on May 25, 2023, has also decided to carry out a free-of-charge directed issue of warrants of series TO5 and TO6 to the Lender (the "Loan Issue"). The Issue, the Loan, and the Loan Issue are collectively referred to as (the "Financing").
Background and motive for the Financing
To create the right conditions for the commercialization of Lumito's product, the Company needs to strengthen its financial resources. The goal is to CE mark the Company's first product, SCIZYS, during the first months of 2024 and then launch the product on the research market.
Lumito’s board of directors assesses that the existing working capital is not sufficient to support the Company's commercial investment and therefore intends to carry out the Financing. Proceeds from the Financing shall primarily be used for:
- The launch and market development of SCIZYS.
- Further development of the product by supplementing SCIZYS with AI image analysis and multiplexing.
- Regulatory work to ensure that Lumito’s products fulfil the requirements, regulations and directives associated with launching a product on the research market.
The Issue
The Issue consists of up to 17,203,124 units, equivalent to 17,203,124 warrants of series TO5 and 17,203,124 warrants of series TO6. Each warrant, of respective series, entitles the holder to subscribe for one (1) share in the Company.
All existing shareholders of Lumito receive one (1) unit right for each one (1) share held on the record date November 22, 2023. Twelve (12) unit rights grant the right to subscribe for one (1) unit. One (1) unit consists of one (1) warrant of series TO5 and one (1) warrant of series TO6. Units in the Issue are issued free of charge. The general public is not entitled to subscribe for units in the Issue. Subscription without the support of unit rights can only be done by subscribers who have also subscribed for units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not.
The last day of trading including the right to participate in the Issue is November 20, 2023. The first day of trading excluding the right to participate in the Issue is November 21, 2023. The subscription period runs from November 24, 2023, to December 8, 2023. Trading in unit rights will take place on NGM Nordic SME during the period from November 24, 2023, to December 5, 2023. Trading in paid subscribed units (BTU) is expected to occur from November 24, 2023, until the warrants of series TO5 and TO6 in the Issue have been registered with the Companies Registration Office. BTUs are expected to be converted into warrants when the warrants are registered with the Companies Registration Office.
A prospectus regarding the Issue will be made available on the Company's website, www.lumito.se, before the beginning of the subscription period.
In the event that all warrants of series TO5 and TO6 issued in the Issue are exercised for subscription of new shares, the number of shares will increase by 34,406,248, and the share capital will increase by SEK 860,156.20, corresponding to a dilution of approximately 14.3 percent.
Preliminary timetable
| November 20, 2023 | Last trading day of Lumitos shares including the right to receive unit rights |
| November 21, 2023 | First trading day of Lumitos shares excluding the right to receive unit rights |
| November 22, 2023 | Publication of prospectus |
| November 22, 2023 | Record date for receiving unit rights. Shareholders registered in the share register maintained by Euroclear Sweden AB on this day will receive unit rights for participation in the Issue |
| November 24, 2023 – December 5, 2023 | Trading in unit rights (UR) on NGM Nordic SME |
| November 8, 2023 – December 8, 2023 | Subscription period for the Issue |
| November 8, 2023 – Week 52, 2023 | Trading in paid subscribed units (BTU) on Nasdaq First North Premier Growth Market |
| December 12, 2023 | Estimated day for announcement of outcome |
The Loan and the Loan Issue
The Loan amounts to a total of SEK 20 million and is divided in two tranches of SEK 10 million each, with the first payment on December 15, 2023 and the second payment on May 13, 2024. The Loan has a term of 360 days with a maturity date on December 9, 2024.
The Loan carries a commitment fee of 5.0 percent of the total loan amount and bears a monthly interest rate of 1.25 percent of the loan amount for each commenced month, the interest is paid quarterly to the Lender. The Company has the option to repay the Loan before the maturity date. During the entire term of the Loan the Lender has the option to convert half of the Loan, amounting to SEK 10 million, into shares in the Company at a price of SEK 1.40 per share. In connection with the Loan, 17,203,124 warrants of series TO5 and 17,203,124 warrants of series TO6 will be issued to the Lender free-of-charge.
In the event that all warrants of series TO5 and TO6 issued in the Loan Issue are exercised for subscription of new shares, the number of shares will increase by 34,406,248, and the share capital will increase by SEK 860,156.20, corresponding to a dilution of approximately 14.3 percent.
The reason for deviating from the shareholders' preferential rights is that the Loan Issue is part of the loan agreement and thus constitutes a necessary component of the Financing, which is collectively deemed the most time and cost-effective financing option for the Company's operations. The board of directors has considered the possibility of financing the Company's operations by conducting a rights issue of shares but has concluded that such a rights issue would have entailed disproportionately high costs and high dilution relative to the capital required for the Company's operations.
The board of directors assesses that the mentioned reasons sufficiently justify deviating from the main rule that new issuances should be conducted with existing shareholders' preferential rights. Thus, the board of directors’ overall assessment is that the Loan Issue is advantageous for the Company and its shareholders.
Shares, share capital and dilution
As a result of the exercise of all warrants issued in the Issue and the Loan Issue, the number of shares will increase by a maximum of 68,812,496, from 206,437,488 to 275,249,984, and the share capital will increase by a maximum of SEK 1,720,312.40, from SEK 5,160,937.20 to SEK 6,881,249.60. The maximum increase of shares in the Company as a result of full exercise of warrants of series TO5 and TO6 within the scope of the Issue and the Loan Issue corresponds to a total dilution of approximately 25.0 percent.
Lock up
Cardeon AB (publ) has undertaken not to sell its shares and other securities, including such securities acquired within the framework of the Issue, in the Company during the period from and including November 9, 2023 up to and including December 9, 2024 through a so-called lock up agreement.
Terms and conditions for warrants of series TO5
- Each warrant of series TO5 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for shares subscribed for using the warrants of series TO5 is 70 percent of the volume-weighted average price of the Company's share during the period from May 13, 2024 to May 24, 2024, however, not less than the share's quotient value (currently SEK 0.025) and not more than SEK 1.20.
- The warrants of series TO5 can be exercised for the subscription of new shares during the period from May 27, 2024 to June 10, 2024.
- Upon full subscription in the Issue and full exercise of all warrants of series TO5 within the scope of the offered units, the Company may receive a maximum of approximately SEK 41.3 million before transaction costs.
- The maximum increase in the number of shares in the Company due to the exercise of all warrants of series TO5 amount to 34,406,248, which corresponds to a dilutive effect of approximately 14.3 percent based on the current total number of outstanding shares in the Company.
- The warrants of series TO5 are intended to be admitted to trading on NGM Nordic SME after final registration with the Swedish Companies Registration Office.
- Full terms and conditions for the warrants of series TO5 are available on the Company's website, www.lumito.se.
Terms and conditions for warrants of series TO6
- Each warrant of series TO6 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for shares subscribed for using the series TO6 warrants is 70 percent of the volume-weighted average price of the Company's share during the period from October 21, 2024 to November 1, 2024, however, not less than the share's quotient value (currently SEK 0.025) and not more than SEK 1.40.
- The warrants of series TO6 can be exercised for the subscription of new shares during the period from November 4, 2024 to November 15, 2024.
- Upon full subscription in the Issue and full exercise of all warrants of series TO6 within the scope of the offered units, the Company may receive a maximum of approximately SEK 48.2 million before transaction costs.
- The maximum increase in the number of shares in the Company due to the exercise of all warrants of series TO6 amount to 34,406,248, which corresponds to a dilutive effect of approximately 14.3 percent based on the current total number of outstanding shares in the Company.
- The warrants of series TO6 are intended to be admitted to trading on NGM Nordic SME after final registration with the Swedish Companies Registration Office.
- Full terms and conditions for the warrants of series TO6 are available on the Company's website, www.lumito.se.
Advisers
Mangold Fondkommission AB is financial adviser and Advokatfirman Lindahl KB is legal advisor Lumito in connection with the Financing.
